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<br />Patent Infringement. In the event the Products become, or in Bank's opinion are reasonably likely to become, the subject of a claim of
<br />infringement, Customer will allow Bank, at its option and expense, to replace the Products with a non - infringing alternative, modify the
<br />Products so that they become non- infringing or terminate the license.
<br />(t) Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no
<br />such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect.
<br />8. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole
<br />discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified
<br />features when they become available, Customer agrees to be bound by the rules concerning these features.
<br />9. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the
<br />security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit
<br />Customer's physical locations where the scanners are used and original items are stored as well as Customers processes for secure
<br />destruction of the original Items.
<br />10. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold
<br />Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages
<br />(including reasonable attorneys' fees) arising from or in connection with:
<br />(a) Customers breach of any of the warranties made by Customer pursuant to these Service Terms,
<br />(b) Customer's use of the Service or the use of the Service by anyone using Customer's Security Device in breach of its obligations to any
<br />third party or applicable law, or
<br />(c) Customer's violation of these Service Terms or the rights of any third party (including, but not limited to, privacy rights).
<br />11. Disclaimer. THE SERVICE IS PROVIDED AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED UNDER
<br />APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE
<br />SERVICES ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS
<br />FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON - INFRINGEMENT OR
<br />WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES. TO THE EXTENT THAT ANY IMPLIED
<br />WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION
<br />TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICES THE BANK AND ANY THIRD PARTY VENDOR DO
<br />NOT WARRANT OR GUARANTY THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT
<br />ANY PART OF THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED.
<br />12. Limitation of Liability.
<br />(a)
<br />In no event will Bank's liability under these Service Terrns for any damages of any kind exceed an amount equal to the fees the Customer
<br />paid Bank for the Service during the twelve (12) months preceding the date on which Customer made the corresponding claim. If
<br />Customer makes a claim during the first twelve (12) months of service, Bank's liability will be limited to the average monthly fee Customer
<br />paid during that time multiplied by twelve.
<br />(b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT
<br />BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,
<br />INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND /OR THE
<br />INSTALLATION OR MAINTENENACE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR
<br />MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER
<br />INTERCONNECT PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER
<br />HARDWARE, SOFTWARE, THE INTERNET, OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS
<br />WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS
<br />NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER
<br />EXPERIENCES DUE TO CAUSES BEYOND BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN
<br />ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE
<br />THAT ANY DAMAGE SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT,
<br />EXCLUSIVE AND REASONABLE CONTROL.
<br />PN: 1125418 DOC ID: 6 Page 41 of 51
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